Churchill Downs, Autotote Complete Tracknet and Nasrin(TM) Merger.

LOUISVILLE, Ky., March 24 /PRNewswire/ -- Churchill Downs Incorporated ("Churchill Downs") (Nasdaq: CHDN) and Autotote Systems Inc. ("Autotote"), a subsidiary of Autotote Corporation (Amex: TTE), announced today that they have completed the merger of their Tracknet and NASRIN(TM) telecommunications business units.

Under the terms of the agreement, the new organization will operate under the NASRIN(TM) Services LLC banner and be managed on a day-to-day basis by Autotote. Churchill Downs owns 30 percent of the new organization, and Autotote owns 70 percent. Plans of the merger were initially announced in December 1998.

The new organization brings together the telecommunications expertise that both companies have offered to the Thoroughbred racing industry. In addition to consulting, network management and long-distance services, NASRIN(TM) Services will provide frame-relay capabilities to customers for the transmission of simulcast wagers and other data communications applications. For racetracks, frame-relay is a high-speed, cost-effective medium through which large volumes of tote wagering data can be transferred.

"This merger will provide enhanced state-of-the-art telecommunications for the pari-mutuel industry," said Thomas H. Meeker, Churchill Downs' president and chief executive officer. "Additionally, it represents an opportunity for Churchill Downs to expand its telecommunications capabilities as we continue to invest in racing-related products and services."

More than 120 racetracks and simulcast-wagering facilities are now linked over the NASRIN(TM) network, which handles most of the wagering traffic for Churchill Downs' Kentucky Derby Future Wager. Racetracks currently owned by Churchill Downs will soon be on the network.

"Our partnership with Churchill Downs further complements Autotote's strategic vision of providing a comprehensive suite of services to racing customers," said A. Lorne Weil, chairman of the board and chief executive officer of Autotote Corporation.

Churchill Downs Incorporated -- headquartered in Louisville, Ky. -- is one of the world's leading horse racing companies. Its flagship operation, Churchill Downs, is home of the Kentucky Derby and will host its 125th running on May 1, 1999. The Company has additional racing and simulcast-wagering operations in Kentucky and Indiana and interests in various racing services companies. Churchill Downs trades on the Nasdaq Smallcap market under the symbol CHDN.

Autotote Systems Inc. provides wagering equipment, computer software, facilities management and satellite broadcast services for on-track, off-track and inter-track wagering and legalized sports betting facilities. Autotote's systems process approximately 65 percent of the annual North American pari- mutuel handle, and are in use in the United States, Canada, Mexico, Latin America, Europe, New Zealand and the Far East.

This press release includes a forecast of future results of operations. Such a forecast is a "forward-looking statement" under the federal securities laws. Actual results could differ materially from this forecast and there can be no assurance that such forecast of future results will be achieved. Important factors that could cause actual results to differ materially from the presently estimated amounts include: the continued ability of the Churchill Downs Incorporated to effectively compete for the country's top horses and trainers necessary to field high-quality horse racing; the continued ability of the Company to grow its share of the interstate simulcast market; a substantial change in allocation of live racing days; the impact of competition from alternative gaming (including riverboat casinos and lotteries) and other sports and entertainment options in those markets in which the Company operates; a decrease in riverboat admissions revenue from the Company's Indiana operations; and the Company's success in its pursuit of strategic initiatives designed to attract new patrons and generate additional revenue for purses and capital investment.

This press release contains forward-looking statements and a forecast of future results of operations, which are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward- looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, successful integration of acquisitions, and other factors described in filings with the Securities and Exchange Commission. The actual results achieved may differ materially from any forward-looking statements due to such risks and uncertainties. Autotote Corporation and Churchill Downs Incorporated undertake no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.